Zheng Quan Zhi Xing·2025-09-02 16:14Core Viewpoint - The independent financial advisor, Guotai Junan Securities, has conducted a thorough review of the restricted stock release and listing for Western Gold Co., Ltd., confirming compliance with relevant regulations and the completion of performance commitments [1][9]. Summary by Sections 1. Type of Restricted Stock Listing - The restricted stock being listed is part of the asset purchase and fundraising through share issuance, specifically related to the acquisition of assets [1]. - The China Securities Regulatory Commission approved the issuance of shares for asset purchase and fundraising not exceeding 400 million yuan [1][2]. 2. Shareholder Lock-up Period and Release - Yang Shengrong's 11,629,124 shares with a 12-month lock-up period were released on October 16, 2023, while another 11,629,124 shares with a 24-month lock-up were not released due to unmet performance commitments, but were later unlocked following the completion of compensation [2]. - The company signed a compensation agreement with Xinjiang Nonferrous Metals and Yang Shengrong, agreeing to repurchase a total of 6,682,313 shares at a nominal price of 1 yuan [2]. 3. Changes in Share Capital - Following the issuance of 36,363,636 shares, the total share capital increased to 925,429,336 shares, which was later reduced to 922,853,531 shares after the cancellation of certain restricted shares [3]. - The company’s total share capital was further reduced to 910,999,123 shares after additional cancellations related to performance commitments [3]. 4. Commitments Related to Restricted Stock - Xinjiang Nonferrous Metals and Yang Shengrong made commitments regarding the transfer of shares, including a 6-month extension of the lock-up period if the stock price falls below the issuance price [4][5]. - Yang Shengrong's shares are subject to a performance-based unlocking schedule, with specific conditions tied to the audited net profits of the target companies [6][7]. 5. Listing of Restricted Shares - A total of 203,195,683 shares will be released for trading on September 9, 2025, with the details of the shareholding structure provided [7][8]. - The independent financial advisor confirmed that the release of restricted shares complies with relevant laws and regulations, and that there are no violations of lock-up commitments by the shareholders [9].